SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 7, 1996
---------------------------
First Union Corporation
(Exact name of registrant as specified in its charter)
North Carolina 1-10000 56-0898180
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28288-0013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 374-6565
------------------------
(Former name or former address, if changed since last report.)
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
Attached hereto as Exhibit (4)(a) is a Form of Instrument of
Resignation, Appointment and Acceptance, dated as of February 7, 1996 (the
"Tri-Party Agreement"), among First Union Corporation (the "Corporation"), The
Bank of New York (formerly Irving Trust Company) and Harris Trust and Savings
Bank ("Harris").
Attached hereto as Exhibit (4)(b) is a Form of Third
Supplemental Indenture, dated as of February 7, 1996 (the "Third Amendment"), to
the Indenture, dated as of March 15, 1986 (as amended by a First Supplemental
Indenture dated as of August 1, 1990, and by a Second Supplemental Indenture
dated as of November 15, 1992) between the Corporation and Harris.
The Tri-Party Agreement effects the resignation of The Bank of
New York (formerly Irving Trust Company) as trustee under the Indenture, the
appointment by the Corporation of Harris as successor trustee under the
Indenture and the acceptance by Harris of the appointment as successor trustee
under the Indenture. The Third Amendment effects certain changes to the
Indenture to reflect the Tri-Party Agreement.
Also attached hereto as Exhibit (25)(a) is a Form T-1 of
Harris.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description
(4)(a) Form of Instrument of Resignation, Appointment
and Acceptance, dated as of February 7, 1996,
among the Corporation, Harris and The
Bank of New York (formerly Irving Trust Company).
(4)(b) Form of Third Supplemental Indenture, dated as
of February 7, 1996, among the Corporation and
Harris.
(25)(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Harris.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION CORPORATION
Date: February 9, 1996 By: /s/ Kenneth R. Stancliff
-----------------------------
Kenneth R. Stancliff
Senior Vice President and Treasurer
EXHIBIT INDEX
Exhibit No. Description
(4)(a) Form of Instrument of Resignation, Appointment
and Acceptance, dated as of February 7, 1996, among
the Corporation, Harris and The Bank of New York
(formerly Irving Trust Company).
(4)(b) Form of Third Supplemental Indenture, dated as
of February 7, 1996, among the Corporation and
Harris.
(25)(a) Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Harris.